Common use of Counterparts; Integration; Effectiveness Clause in Contracts

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this This Agreement shall become effective upon the satisfaction of the conditions precedent set forth in Section 3 and when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties heretohereto required pursuant to Section 3, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopier facsimile or electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIESAgreement or such other document or instrument, as applicable.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Margin Loan Documents Document and any separate letter agreements with respect to fees payable to any Administrative Agent or the Mandated Lead Arrangers Lenders constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01Article 4, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and the Fee Letters and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent of the Agents or the Mandated Lead Arrangers Issuing Banks constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy, emailed pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.014.01 of the Credit Agreement, this Agreement shall (i) will become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have signed this Agreement and received counterparts hereof that, when taken together, bear the signatures of each of the other parties heretohereto and (ii) thereafter will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall facsimile will be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents Documents, the Fee Letter, and any other separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all contemporaneous or previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and the Lenders and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents Documents, and any separate letter agreements with respect to fees payable to any the Paying Agent or and the Mandated Lead Arrangers Co-Administrative Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this This Agreement shall become effective when it shall have been executed by the Co-Administrative Agent Agents and when the Co-Administrative Agent Agents shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and the Fee Letter and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01Article IV, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Financing Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this thisThis Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent the Administrative Agent, the Lead Arranger or the Mandated Lead Arrangers a Related Party constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.014.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and, subject to and in accordance with Section 10.4, their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement hereof by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIEShereof.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all contemporaneous or previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and the Lenders and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy, pdf or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section SECTION 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers any Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy or pdf or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents Documents, and any separate letter agreements with respect to fees payable to any the Agent or and/or the Mandated Lead Arrangers Arranger, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.013.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties heretohereto and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers any Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent Agent, the Bookrunners or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.014.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents Documents, the Fee Letter and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01Article IV, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.013.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Administrative Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and when the Administrative Agent Agents shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Financing Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.014.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed original counterpart of a signature page of this Agreement by telecopier facsimile shall be as effective as delivery of a manually executed original counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the ABL Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the ABL Administrative Agent and when the ABL Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or and the Mandated Lead Arrangers initial Lenders constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents Documents, and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers Arrangers, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties heretohereto and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy, emailed pdf, or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES; provided, however, that such actual executed signature page shall be delivered to the Administrative Agent by hand, overnight courier service or mailed by certified or registered mail within ten Business Days thereafter.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers any Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement 115 by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in one or more counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement Agreement, and the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.014.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy or other electronic communication (including by electronic mail as a .pdf or .tif attachment) shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This ---------------------------------------- Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents Documents, the Engagement Letter, the Commitment Letter and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Fee Letter constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Credit Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Credit Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.014.1, this Credit Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Credit Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Credit Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and the Fee Letter and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Administrative Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by each of the Administrative Agent Agents and when the U.S. Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Lead Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Lead Administrative Agent and when the Lead Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Administrative Agents, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.014.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and when the Administrative Agent Agents shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed original counterpart of a signature page of this Agreement by telecopier facsimile shall be as effective as delivery of a manually executed original counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This ----------------------------------------- Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and the Collateral Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties heretohereto as of the Closing Date, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or.pdf shall be effective as delivery of a manually an originally executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts and may be delivered in original or facsimile form (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Administrative Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and the Fee Letters and any separate letter agreements with respect to fees payable to any the Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.014.02, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or in ‘PDF’ format by electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements entered into by the Borrower with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of to this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.014.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed original counterpart of a signature page of this Agreement by telecopier facsimile shall be as effective as delivery of a manually executed original counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Margin Loan Documents Documentation and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Lender constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01Article 4, this Agreement shall become effective when it shall have been executed by the Administrative each Agent and Lender and when the Administrative each Agent and Lender shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually manually-executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Transaction Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers syndication of the Loans and Commitments constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this This Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent the Agents or the Mandated Lead Arrangers Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Facility Agent and when the Administrative Facility Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Administrative Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by each of the Administrative Agent Agents and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Credit Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and the Fee Letter and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01Article 4, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereofhereof and thereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Lender entered into with a Loan Party constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent Lender and when the Administrative Agent Lender shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and the Fee Letters and any separate letter agreements with respect to fees payable to any the Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.014.02, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Term Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01Article IV, this Agreement shall become effective when it shall have been executed by the Term Administrative Agent and when the Term Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in any number of counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the DIP Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative DIP Agent and when the Administrative DIP Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all contemporaneous or previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section SECTION 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and the Lenders and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers Existing Agent constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.015.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of to this Agreement by telecopier email shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Bridge Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers any Lender constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent the Administrative Agent, the Lead Arranger or the Mandated Lead Arrangers a Related Party constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.014.1, this Agreement shall become effective when it shall have been executed by the 143 152 Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and, subject to and in accordance with Section 10.4, their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement hereof by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIEShereof.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Lenders, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.014.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent Lenders and when the Administrative Agent Lenders shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed original counterpart of a signature page of this Agreement by telecopier facsimile shall be as effective as delivery of a manually executed original counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This ----------------------------------------- Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a 122 single contract. This Agreement and Agreement, the other Loan Documents Document and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all contemporaneous or previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section SECTION 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and the Lenders and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.Exhibit A to FirstFourth Amendment #37466145

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the Guarantee Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers any Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents Agreement, any notes issued pursuant to it and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent the Agents or the Mandated Lead Arrangers Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers Syndication Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents Documents, and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers syndication of the Loans and Commitments constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this This Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents Document and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received 147 counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or and the Mandated Lead Arrangers Arranger constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01ARTICLE V, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent the Agents or the Mandated Lead Arrangers Tranche B Lenders constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and the Lenders and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or and the Mandated Lead Arrangers Syndication Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents Documents, and any other separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.014.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document by telecopier facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIEShereof or thereof.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents Document and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01Subject to compliance with the provisions of Sections 4.01 and 4.02, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees and expenses payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in any number of counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and the Fee Letters and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. hereof Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Agents and Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede super sede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to any the Mezzanine Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Mezzanine Agent and when the Administrative Mezzanine Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees the Fee Letters or amounts payable by the Borrower to any Agent Lender or the Mandated Lead Arrangers Participant constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01Article IV, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of to this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereofhereof and thereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile transmission shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and the Fee Letter and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01Article IV, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may ---------------------------------------- be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement ---------------------------------------- may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to any an Agent or the Mandated Lead Arrangers and/or Agent Related Person constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall ------------ have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and, subject to and in accordance with Section 10.04, their respective successors and assigns. ------------- Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other The Amended Loan Documents and any the separate letter agreements with respect to fees payable to any the Administrative Agent or and the Mandated Lead Arrangers Documentation Agent constitute the entire contract among the parties relating to the subject matter hereof thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided Subject to the satisfaction of the conditions set forth in Section 4.01Article III, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereofhereof and thereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy or electronically shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Collateral Agent or the Mandated Lead Arrangers any Lender constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Collateral Agent and when the Administrative Collateral Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement and each of the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents Documents, and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Lender, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent Lender and when the Administrative Agent Lender shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.or any other Loan

Counterparts; Integration; Effectiveness. This ----------------------------------------- Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents 144 and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and when the U.S. Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Agents and the Lead Arrangers Arranger constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Financing Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this This Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the AMERICAS/2023601503.12023601503.8 105 other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement ---------------------------------------- may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject 125 matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and when the Administrative US Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any other separate letter agreements with respect to fees payable to any the Administrative Agents and Collateral Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.015.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent Agents and when the Administrative Agent Agents shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document by telecopier facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIEShereof or thereof.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or and the Mandated Lead Arrangers Collateral Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.017.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the letter agreements (other Loan Documents than the commitment letter) dated March 15, 2000 and any separate letter agreements with respect to fees payable to any Agent or the Mandated Lead Arrangers services constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers any Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.115

Counterparts; Integration; Effectiveness. This ---------------------------------------- Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any the Administrative Agent or the Mandated Lead Arrangers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties heretohereto required under Section 4.01(a) to execute this Agreement, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent the Agents or the Mandated Lead Arrangers Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Facility Agent and when the Administrative Facility Agent shall have received counterparts hereof thatwhich, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopier facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.